Pursuant to the Tennessee Nonprofit Corporation Act (as amended, the “Act”), the Board of Directors of Rutherford County Baseball Organization (the “Corporation”) has adopted the following Bylaws. These Bylaws shall regulate the business and affairs of the Corporation, subject to the provisions of the Corporation’s Charter (as amended or restated from time to time, the “Charter”) and any applicable provisions of the Act.
ARTICLE I. OFFICES
1.1 Principal Office. The principal office of the Corporation shall be located at 6121 Craddock Lane, Lascassas, Tennessee 37085. The Corporation may have such other offices, either within or without the State of Tennessee, as its Board of Directors may designate or as the business of the Corporation may require from time to time.
1.2 Registered Office. The registered office of the Corporation required by the Act to be maintained in the State of Tennessee may, but need not, be identical to the principal office in the State of Tennessee; and the address of the registered office may be changed from time to time by its Board of Directors.
ARTICLE II. CHARITABLE PURPOSES
2.1 Purposes. The Corporation is formed to operate exclusively for charitable, scientific and educational purposes as follows:
(a) Promotion of Baseball in Rutherford County. The Corporation is authorized to conduct any and all operations necessary for the promotion of baseball at all levels of play in Rutherford County, Tennessee and to recognize those that have played and been active in the game of baseball in Rutherford County, Tennessee.
(b) Promotion and Conduct of Charitable Activities. The Corporation is authorized to directly engage in, sponsor and generally promote any and all charitable, scientific and educational activities.
(c) Other Incidental Charitable Activities. The Corporation is authorized to do all things incidental to or desirable in connection with these purposes.
2.2 Prohibitions on Private Inurement. The Corporation is not formed for financial or pecuniary gain; and no part of the assets, income, or profits of the Corporation shall be distributable to, or inure to, the benefit of its directors, officers, or any other private person, except that the Corporation may provide reimbursements for reasonable expenses incurred on behalf of the Corporation, and may also make payments and distributions in furtherance of the charitable purposes of the Corporation.
2.3 No Legislative or Political Activity. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
2.4 Private Foundation Limitations. If the Corporation is a private foundation within the meaning of § 509 of the Code for a taxable year, the Corporation:
(a) Shall not engage in any act of self-dealing, as defined in § 4941(d) of the Code;
(b) Shall not retain any excess business holdings, as defined in § 4943(c) of the Code, which would subject the Corporation to tax under § 4943 of the Code;
(c) Shall not make any investments that would subject the Corporation to tax under § 4944 of the Code;
(d) Shall not make any taxable expenditures, as defined in § 4945(d) of the Code; and
(e) Shall distribute the income of the Corporation for each taxable year at such times and in such manner as not to become subject to the tax on undistributed income imposed by § 4942 of the Code.
2.5 Termination of the Corporation. The Board of Directors of the Corporation shall have the authority to dissolve the Corporation at any time that, by an affirmative vote of a majority of the Board of Directors, it deems such dissolution appropriate or advisable. Upon the dissolution of the Corporation, after paying or making provision for payment of all liabilities of the Corporation then outstanding and unpaid, the Board of Directors shall distribute the assets of the Corporation to one or more organizations then described in §§ 501(c)(3) and 170(c) of the Code, or any corresponding provisions of any future federal tax laws, as the Board of Directors shall determine. Any assets not so disposed of by the Board of Directors shall be disposed of by a court having equity jurisdiction in the county in which the principal office of the Corporation is then located, with the distribution of assets to be made to such organization or organizations which are organized and operated exclusively for charitable purposes, within the meaning of §§ 501(c)(3) and 170(c) of the Code, or any corresponding provisions of any future federal tax laws, as such court shall determine.
ARTICLE III.MEMBERSHIP
The Corporation shall not have members.
ARTICLE IV. DIRECTORS
4.1 General Powers. The business and affairs of the Corporation shall be supervised by its Board of Directors (the “Board”), which shall exercise in the name of and on behalf of the Corporation all of the rights and privileges legally exercisable by the Corporation as a corporate entity, except as may otherwise be provided by law, the Charter, or these Bylaws. In addition, without limiting the foregoing, the Board shall be authorized and empowered:
(a) To employ such persons as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses thereof;
(b) To receive, accept, administer, invest and distribute on behalf of the Corporation property gifted or bequeathed to the Corporation;
(c) To make distributions of income and principal in furtherance of the Corporation’s charitable purposes in such amounts and proportions as the Board, in its discretion, shall determine from time to time.
4.2 Number and Tenure. There shall be at least three (3) directors of the Corporation and no more than twelve (12) directors. An initial Board of Directors shall be appointed by the Incorporator of the Corporation. Each elected director shall hold office for a term of five (5) years or until his or her successor has been elected and qualified, or until such director’s earlier resignation, removal from office, or death. The Board is intended to be self-perpetuating and any vacancies on the Board shall be filled by the affirmative vote of a majority of the directors then in office as provided in Section 4.10.
4.3 Limited Personal Liability. No person who is or was a director of the Corporation, nor such person’s heirs, executors, or administrators (hereinafter collectively referred to for purposes of this Section as a “Director”), shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director. However, this provision shall not eliminate or limit the liability of a Director:
(a) for any breach of a Director’s duty of loyalty to the Corporation;
(b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(c) under § 48-58-302 of the Act.
If the Act hereafter is amended to authorize the further elimination of limitation of the liability of directors, then the liability of a Director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Act. No repeal or modification of the provisions of this Section, either directly or by the adoption of a provision inconsistent with the provisions of this Section, shall adversely affect any right or protection, as set forth herein, existing in favor of a particular individual at the time of such repeal or modification.
4.4 Annual Meeting. The annual meeting of the Board shall be held within or without the State of Tennessee at such time and date as shall be determined by the Board. The purpose of the annual meeting shall be to elect officers and transact such other business as may properly be brought before the meeting in accordance with the Act. If the directors and officers are not elected on the day herein designated for any annual meeting of the Board, or at any adjournment thereof, the Board shall cause a special meeting of the Board to be held as soon thereafter as may be convenient for such purpose.
4.5 Regular and Special Meetings. The Board may hold regular and special meetings either within or without the State of Tennessee. The Board shall hold at least two (2) regular meetings (including the annual meeting) each year. Special meetings of the Board may be called by the Chairman or at the request of any two (2) members of the Board.
4.6 Notices. Notice of the time and place of each annual, regular or special meeting shall be given to each director by the Secretary or by the person or persons calling such meeting. Notice of each annual, regular and special meeting shall be given at least two (2) weeks prior thereto. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
4.7 Quorum and Participation. Fifty-eight percent (58%) of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board. The members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or of such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another; and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. The Board shall be promptly furnished a copy of the minutes of the meetings of the Board.
4.8 Manner of Acting. Each director shall be entitled to one (1) vote upon any matter properly submitted for a vote to the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except as may otherwise be specifically provided by law, by the Charter, or by these Bylaws. Members of the Board absent from any meeting shall not be permitted to vote at such meeting by written proxies. The directors shall elect a Chairman to preside over all meetings of the Board. If the Chairman is not able to attend a meeting of the Board, then he or she shall appoint another Board member to serve as temporary Chairman.
4.9 Action Without a Meeting. Any action required or permitted to be taken at a meeting by the Board, or by any committee thereof, may be taken without a meeting if all voting members of the Board or committee thereof as the case may be, consent in writing to taking such action without a meeting. If all members entitled to vote on the action shall consent in writing to taking such action without a meeting, the affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting shall be the act of the Board or committee thereof as the case may be. The action must be evidenced by one (1) or more written consents describing the action taken, signed in one (1) or more counterparts by each member entitled to vote on the action, indicating each signing member’s vote or abstention on the action taken. All such written consents and actions shall be filed with the minutes of the proceedings of the Board, or committee thereof. A consent signed under this Section shall have the same force and effect as a meeting vote of the Board, or any committee thereof, and may be described as such in any document.
4.10 Vacancies. Any vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the directors then in office. If a vacancy is not filled within ninety (90) days after the event which resulted in there being fewer directors than required by the Bylaws or Charter, any director may apply to a court having equity jurisdiction in the county in which the Corporation has its principal office to have such court appoint a sufficient number of directors so that the Corporation will have the number of directors required by its Bylaws or Charter, whichever number is greater.
4.11 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board at which action on any Corporation matter is taken shall be presumed to have assented to the action taken, unless such director’s dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forward such dissent by certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
4.12 Removal. Any director may be removed, with or without cause, by the affirmative vote of a majority of the other directors then in office.
4.13 Resignation. A director may resign at any time by tendering his or her resignation in writing to the Board, Chairman or President. A resignation shall become effective upon the date specified in such notice or, if no date is specified, upon receipt of the resignation by the Corporation at its principal place of business.
ARTICLE V. OFFICERS
5.1 Number. The officers of the Corporation shall be elected by the Board and shall consist of a President and a Secretary and may consist of such other officers as the Board may from time to time deem necessary or appropriate, including but not limited to a Chairman, Vice-Chairman, a Treasurer and one or more Vice Presidents. Any two or more offices may be held simultaneously by the same person, except for the office of President and Secretary.
5.2 Election and Term of Office. The officers of the Corporation shall serve for a term of four (4) years and shall be elected by the Board at its annual meeting following the end of his or her term in office. Each officer shall hold office until his or her successors are chosen and qualified or until his or her earlier death, resignation, or removal from office in the manner hereinafter provided. A retiring officer may succeed himself or herself.
5.3 Chairman. The Chairman shall be chosen from among the directors and, when present, shall preside at all meetings of the Board. The Chairman shall perform all other duties expressly delegated to him or her by these Bylaws or incident to the office of Chairman and such other duties as may from time to time be assigned to him or her by the Board.
5.4 Vice-Chairman. In the absence of the Chairman or in the event of his inability or refusal to act, the vice-chairman, if such an officer be elected, shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The vice-chairman shall perform such other duties and have such other powers as the Board may from time to time prescribe.
5.5 President. The President shall be the principal executive officer of the Corporation. The President shall, in general, perform all of the duties, and have all of the authority, incident to the office of the chief executive officer of a corporation, and such other duties as may from time to time be prescribed by the Board. The President may sign, with the Secretary or any other proper officer thereunto authorized by the Board: deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.
5.6 Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the vice president, if such an officer be elected, (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The vice presidents shall perform such other duties and have such other powers as the Board may from time to time prescribe.
5.7 Secretary. The Secretary shall keep the minutes of the proceedings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal, if any, of the Corporation and see that the seal is affixed to all documents, the execution of which is duly authorized on behalf of the Corporation under its seal; keep a register of the post office address of each member of the Board, which address shall be furnished to the Secretary by each director; and in general perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him or her by the President or by the Board.
5.8 Treasurer. The treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. He or she shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, at its regular meetings, or when the Board so requires, an account of all the transactions as treasurer and of the financial condition of the corporation.
5.9 Removal. The Board may remove any officer when, in its judgment, the best interests of the Corporation will be served thereby. Such removal may be with or without cause by an affirmative vote of the majority of the Board.
5.10 Vacancies. A vacancy in any office held by an officer, because of death, resignation, removal disqualification, or otherwise, may be filled by the Board.
5.11 Resignation. An officer may resign such officer’s position at any time by tendering such resignation in writing to the President or, in the case of the resignation of the President, to the Secretary. A resignation shall become effective upon the date specified in such notice, or, if no date is specified, upon receipt of the resignation by the Corporation at its principal place of business.
5.12 Voting Securities. Unless otherwise ordered by the Board, the President shall have full power and authority on behalf of the Corporation to attend and to act and vote at any meetings of security holders, partnerships, or corporations in which the Corporation may hold securities, and at such meetings shall possess and may execute any and all rights and powers incident to the ownership of such securities which the Corporation might have possessed and exercised if it had been present. The Board may from time to time by a resolution confer like powers upon any other person or persons.
ARTICLE VI. COMMITTEES
6.1 Standing Committees. The Board may maintain such standing committees as it may determine from time to time to be necessary or desirable for its proper functioning. Such committees shall consist of one (1) or more members, shall be under the control and serve at the pleasure of the Board, shall have charge of such duties as may be assigned to them by the Board or these Bylaws, shall maintain a permanent record of their actions and proceedings, and shall regularly submit a report of their actions to the Board. Such standing committees shall have such authority as may be stipulated by the Board.
6.2 Ad Hoc Committees. The Chairman, with the approval of the Board as evidenced by resolution, may from time to time create such ad hoc committees as the Chairman believes necessary or desirable to investigate matters or advise the Board. Ad hoc committees shall limit their activities to the accomplishment of the tasks for which created and shall have no power to act except as specifically conferred by resolution of the Board. Such committees shall operate until their tasks have been accomplished or until earlier discharged by the Board.
ARTICLE VII. CONTRACTS, LOANS, CHECKS, DEPOSITS, INVESTMENTS
7.1 Contracts and Employment of Agents. The Board may authorize any director, officer, or agent to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Corporation. The Board shall be specifically authorized, in its sole discretion, to employ and to pay the compensation of such agents, accountants, custodians, experts, consultants and other counsel, legal, investment or otherwise, as the Board shall deem advisable, and to delegate discretionary powers to, and rely upon information furnished by, such individuals or entities. Such authority may be general or confined to specific instances.
7.2 Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
7.3 Checks. All checks or demands for money and notes of the Corporation shall be approved by two (2) officers and signed by the Chairman, President, Treasurer, Secretary, any Vice President or such officer or officers or such other person or persons as the Board may from time to time designate.
7.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation with such banks, trust companies, brokerage accounts, investment managers, or other depositories as the Board may from time to time select.
7.5 Investment Authority. The Board shall be authorized to retain assets distributed to it, even though such assets may constitute an over-concentration in one or more similar investments. Further, the Board shall have the authority to make investments in unproductive property, or to hold unproductive property to the extent necessary until it can be converted into productive property at an appropriate time, provided the retention of such property is in the best interest of the Corporation and does not jeopardize the tax-exempt status of the Corporation.
7.6 Annual Reports. Not later than four (4) months after the close of each fiscal year of the Corporation, the Corporation shall prepare an annual report describing the Corporation’s activities during such fiscal year including a description of any projects approved, in progress or completed and containing financial statements showing in reasonable detail the Corporation’s financial condition and the results of operations during such fiscal year.
ARTICLE VIII. STANDARDS OF CONDUCT
8.1 Standards of Conduct. A director or an officer of the Corporation shall discharge his or her duties as a director or as an officer, including duties as a member of a committee:
(a) in good faith;
(b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) in a manner he or she reasonably believes to be in the best interest of the Corporation.
8.2 Director’s Duty to Disclose. In discharging Board or committee duties, a director must disclose, or cause to be disclosed, to the other directors or committee members information not already known by the other directors or committee members, but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
8.3 Officer’s Duty to Inform. The duty of an officer includes the obligation to inform:
(a) The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports, of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer’s functions and known to the officer to be material to the superior officer, board or committee; and
(b) The officer’s superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any action or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
8.4 Reliance on Third Parties. In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) one or more officers or employees of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;
(b) one or more volunteers of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;
(c) legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence; or
(d) with respect to a director, a committee of the Board of which the director is not a member, as to matters within its jurisdiction, if the director or officer reasonably believes the committee merits confidence.
8.5 Bad Faith. A director or officer is not acting in good faith if he or she has knowledge concerning the mat